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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
                                       or
[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

For the period MAY 28 TO JUNE 30, 1999


                        Commission File Number: 000-26091
                                TC PIPELINES, LP
             (Exact name of registrant as specified in its charter)



                 Delaware                                52-2135448
      -------------------------------               ---------------------
      (State or other jurisdiction of                 (I.R.S. Employer
       incorporation or organization)               Identification Number)




          Four Greenspoint Plaza
          16945 Northchase Drive
              Houston, Texas                               77060
- ----------------------------------------            ---------------------
(Address of principal executive offices)                 (Zip code)



                               (281) 873-7774
             --------------------------------------------------
             Registrant's telephone number, including area code


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X] No [ ]



     THE REGISTRANT HAD 14,690,694 COMMON UNITS OUTSTANDING AS OF AUGUST 31,
1999.





                           PART II. OTHER INFORMATION

                                TC PIPELINES, LP


ITEM 6.   Exhibits and Reports on Form 8-K

(a)  Exhibits.

     Exhibit 27.

(b)  Reports on Form 8-K.

     None.





                                   SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                  TC PIPELINES, LP
                                  (a Delaware Limited Partnership)

                                  By: TC PipeLines GP, Inc., its general partner

                                  By: /s/
                                      -------------------------------------
Date: August 31, 1999                 Theresa Jang
                                      Controller



  




 5

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND INCOME STATEMENT FOUND ON PAGE 3 OF THIS PARTNERSHIP'S FORM 10-Q FOR
THE YEAR-TO-DATE, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.

 1,000

                             
                   6-MOS
                          DEC-31-1999
                             JAN-01-1999
                               JUN-30-1999
                                             300
                                         0
                                        0
                                         0
                                          0
                                   300
                                               0
                                       0
                                 245,081
                              444
                                              0
                                0
                                          0
                                             0
                                     244,637
                   245,081
                                              0
                                     0
                                                0
                                        0
                                     0
                                     0
                                   0
                                      0
                                         0
                              2,986
                                       0
                                      0
                                            0
                                     2,986
                                       0.17
                                     0.17